<PAGE>
 
                                   FORM 10-Q/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended           August 31, 1996
                                         ---------------
Commission File Number 1-6018
                       ------ 
                              TOKHEIM CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


           INDIANA                                          35-0712500
-------------------------------                        -------------------- 
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                         Identification No.)


   10501 CORPORATE DR., FORT WAYNE, IN                        46845
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

(Registrant's telephone number including area code)  (219) 470-4600
                                                      -------------
                                NOT APPLICABLE
----------------------------------------------------------------------------
(Former name, former address, and former fiscal year if changed since last
 report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X    No
    ---   ---
As of August 31, 1996, 7,938,595 shares of voting common stock
were outstanding.
    
In addition, 794,839 shares of convertible preferred stock were held by the
Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries.

The exhibit index is located on page 7.     
<PAGE>
 
                        PART I.  FINANCIAL INFORMATION

                              TOKHEIM CORPORATION


ITEM 1.  FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT AMOUNTS PER SHARE)
<TABLE>
<CAPTION>
 
                                                 Three Months Ended                    Nine Months Ended
                                              August 31,      August 31,           August 31,      August 31,
                                                 1996           1995                 1996            1995
                                              --------------------------           -------------------------- 
<S>                                           <C>             <C>                  <C>             <C>
NET SALES..................................     $59,044         $52,935             $166,212         $152,907
Cost of sales, exclusive of items
 listed below..............................      45,451          40,577              126,809          117,544 
Selling, general, and administrative
 expenses..................................      11,152          10,799               34,205           30,763
Depreciation and amortization..............         989           1,165                3,126            3,492
Interest expense (net of interest
  income of $172 and $344 in 1996 and $75
  and $182 in 1995 for the three-month
  and nine-month periods, respectively)....         838             825                2,304            2,526
Foreign currency (gains) losses............          39             227                 (211)              50
Other expenses, net........................         421             190                  463              278
                                                -------         -------             --------         --------  
Earnings (loss) before income taxes........         154            (848)                (484)          (1,746) 
Income taxes...............................         266              93                 (240)              32      
                                                -------         -------             --------         --------   
NET LOSS...................................     $  (112)        $  (941)            $   (244)        $ (1,778) 
                                                =======         =======             ========         ======== 
Preferred stock dividends..................     $   385         $   392             $  1,159         $  1,188
Net loss applicable to
  common stock.............................     $  (497)        $(1,333)            $ (1,403)        $ (2,966)
 
Loss per common share:
  Primary:
    Net loss...............................     $ (0.06)        $ (0.17)            $  (0.18)        $  (0.38)  
                                                =======         =======             ========         ========
    Weighted average shares outstanding....       7,939           7,913                7,938            7,880
 
  Fully diluted:
    Net loss...............................     $ (0.06)        $ (0.17)            $  (0.18)        $  (0.38)
                                                =======         =======             ========         ========
    Weighted average shares outstanding....       7,939           7,913                7,938            7,880 
</TABLE>


NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
    
In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring items) necessary to present fairly its financial position as of August
31, 1996 and the results of operations and cash flows for the three month
and nine month periods ended August 31, 1996 and 1995.     

Amounts for interim periods are unaudited. Amounts for the year ended November
30, 1995 were derived from audited financial statements included in the 1995
Annual Report to Stockholders.

Fully diluted loss per share is considered to be the same as primary loss per
share, since the effect of certain potentially dilutive securities would be
antidilutive.

Certain prior year amounts in these financial statements have been reclassified
to conform with current year presentation.
 
See financial statements and accompanying notes in the Company's 1995 Annual
Report.


                                       2
<PAGE>
 
CONSOLIDATED CONDENSED BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
    
                                                                    August 31,            November 30,
                                                                       1996                   1995
                                                                    -----------           ------------
<S>                                                                 <C>                   <C>
ASSETS
Current assets:
Cash and cash equivalents................................             $  6,974               $  2,966
Receivables, net.........................................               38,148                 45,649
Inventories:
  Raw materials and supplies.............................                7,859                  7,649
  Work in process........................................               27,716                 25,535
  Finished goods.........................................                5,661                  4,911
                                                                      --------               --------
                                                                        41,236                 38,095
  Less amount necessary to reduce certain
    inventories to LIFO method...........................                3,180                  3,100
                                                                      --------               --------
                                                                        38,056                 34,995
Prepaid expenses.........................................                2,411                  3,188
                                                                      --------               --------
Total current assets.....................................               85,589                 86,798
Restricted cash held in escrow...........................               96,401                    ---
Property, plant, and equipment, net......................               26,375                 28,558
Other assets and deferred charges........................                9,363                  5,876
                                                                      --------               --------
Total assets.............................................             $217,728               $121,232
                                                                      ========               ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt.....................             $    386               $    351
Notes payable, banks.....................................                3,153                  2,364
Accounts payable.........................................               17,900                 18,689
Accrued expenses.........................................               15,149                 18,141
                                                                      --------               --------
Total current liabilities................................               36,588                 39,545
Long-term debt...........................................              123,392                 21,321
Guaranteed Employees' Stock Ownership
  Plan Obligation........................................               12,535                 14,576
Postretirement benefit liability.........................               14,351                 13,882
Minimum pension liability................................                3,868                  3,868
Other long-term liabilities..............................                  ---                    110
Deferred income taxes....................................                  822                    807
                                                                      --------               --------
                                                                       191,556                 94,109
                                                                      --------               --------

Redeemable convertible preferred stock...................               24,000                 24,000
Guaranteed Employees' Stock Ownership
  Plan Obligation........................................              (12,232)               (13,790)
Treasury stock, at cost..................................               (4,129)                (3,784)
                                                                      --------               --------
                                                                         7,639                  6,426
                                                                      --------               --------

Common stock.............................................               19,409                 19,409
Guaranteed Employees' Stock Ownership
  Plan Obligation........................................                 (303)                  (786)
Minimum pension liability................................               (3,868)                (3,868)
Foreign currency translation adjustments.................               (4,800)                (3,542)
Retained earnings........................................                8,298                  9,715
                                                                      --------               --------
                                                                        18,736                 20,928
Treasury stock, at cost..................................                 (203)                  (231)
                                                                      --------               --------
                                                                        18,533                 20,697
                                                                      --------               --------
Total liabilities and stockholders' equity...............             $217,728               $121,232
                                                                      ========               ========
</TABLE>     


                                       3
<PAGE>
 
CONSOLIDATED CONDENSED
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
 
<TABLE> 
<CAPTION>
     
                                                                               Nine Months Ended
                                                                       --------------------------------
                                                                       August 31,             August 31,
                                                                          1996                   1995
                                                                       --------------------------------
<S>                                                                    <C>                    <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                       
Net loss.................................................              $   (244)              $ (1,778)
Adjustments to reconcile net loss to net cash                                               
 used in operations:                                                                        
   Depreciation and amortization.........................                 3,126                  3,492
   Gain on sale of property, plant, and                                                     
     equipment...........................................                   (70)                   (62)
   Deferred income taxes.................................                    35                   (134)
   Changes in assets and liabilities:                                                       
      Receivables, net...................................                 6,648                  4,369
      Inventories........................................                (3,489)                (3,821)
      Prepaid expenses...................................                   766                 (1,387)
      Accounts payable...................................                  (301)                   (53)
      Accrued expenses...................................                (1,682)                  (125)
      U.S. and foreign income taxes......................                  (788)                  (150)
      Other..............................................                (5,125)                  (366)
                                                                       --------               --------
Net cash used in operations..............................                (1,124)                   (15)
                                                                       --------               --------
CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES:                                             
Restricted cash held in escrow...........................               (96,401)                   ---
Plant and equipment additions............................                (1,887)                (4,204)
Proceeds from sale of property, plant, and                                                  
  equipment..............................................                 1,007                    106
                                                                       --------               --------
Net cash used in investing and other activities..........               (97,281)                (4,098)
                                                                       --------               --------
                                                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                                                       
Increase in term debt....................................               103,071                  1,370
Increase in notes payable, banks.........................                   848                  1,315
Treasury stock, net......................................                  (334)                   278
Preferred stock dividends................................                (1,159)                (1,188)
                                                                       --------               --------
                                                                                            
Net cash provided from financing activities..............               102,426                  1,775
                                                                       --------               --------
                                                                                            
EFFECT OF TRANSLATION ADJUSTMENT ON CASH.................                   (13)                   110
                                                                                            
CASH AND CASH EQUIVALENTS:                                                                  
Increase (Decrease) in cash..............................                 4,008                 (2,228)
Beginning of year........................................                 2,966                  3,933
                                                                       --------               --------
End of period............................................              $  6,974               $  1,705
                                                                       ========               ========
</TABLE>     

                                       4
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Sales for the third quarter reflected an 11.5% increase over those recorded in
the same quarter in the prior year with international sales up 33.8% and
domestic demand remaining strong.

SALES:  Consolidated sales for the fiscal 1996 third quarter were $59,044,000
versus sales of $52,935,000 reported in the comparable period in 1995.  Third
quarter sales were 19.2% over the $49,548,000 reported in the fiscal 1996 first
quarter and 2.5% over the $57,620,000 reported in the fiscal 1996 second
quarter.  Sales of $166,212,000 for the first nine months were up 8.7% over
sales of $152,907,000 reported in the same period last year.  The improvement
in sales is attributable principally to the acceptance of new products by the
domestic market place and the continued penetration of foreign markets.

EARNINGS:  Consolidated net loss in the fiscal 1996 third quarter was
$112,000, or $0.06 per share on a primary basis, compared to a net loss of
$941,000, or $0.17 per share, reported in the previous year's third quarter.
A net loss of $244,000, or $0.18 per share on a primary basis, was reported for
the first nine months of 1996 compared to a net loss of $1,778,000, or $0.38
per share, incurred for the same period last year.
    
COSTS AND EXPENSES:  Gross margin as a percent of sales was 23.0% compared to
23.3% reported in the fiscal 1995 third quarter.  This decrease was due to an
increase in product development costs primarily attributable to work on the
three-year supply contract announced April 3, with Royal Dutch Shell for the
Asian region and mix of sales.  Sales related to this contract are estimated
at $50 to $70 million over a three year period.  Gross margin for the nine
month periods ended August 31, 1996 and 1995 were 23.7% and 23.1%,
respectively.  This increase is attributable to the favorable first quarter
results primarily due to higher sales volumes, actions taken to improve the
Company's cost structure and a favorable product sales mix, partially offset
by the costs described above.     
    
Selling, general, and administrative expenses increased as a percent of sales
1.5 and 0.5 percentage points over comparable 1995 levels for the three month
and nine month periods, respectively. These increases are generally attributable
to legal fees to defend the Company against certain pending cases, increased
employee cost, and a recently implemented customer satisfaction program related
to previously sold dispensers.

Net interest expense for the fiscal 1996 third quarter was $838,000 versus
$825,000 reported in the comparable period in 1995. This increase was
attributable to eight days of interest on the recently issued 11.5% Senior
Subordinated Notes partially offset by the interest income from the Senior Notes
proceeds held in escrow. Net interest expenses of $2,304, for the first nine
months decreased from net interest expense of $2,526, reported in the same
period last year. This decrease is due to reduced average borrowings throughout
most of the first nine month period offset by an increase in interest income.
Amortization of debt restructuring charges included in interest expense was
$355,000 and $112,000 in 1996 and $371,000 and $129,000 in 1995 for the nine
month and three month periods, respectively.    
    
Depreciation and amortization decreased $176,000 and $366,000, respectively,
for the three and nine month periods ended August 31, 1996 from the same
periods one year ago.  These decreases were due to certain assets becoming fully
depreciated in previous periods and utilization of operating leases to
finance current capital needs.     

                                       5

<PAGE>
 
Foreign currency loss for the three months ended August 31, 1996 decreased
considerably from the same period one year ago. In the prior year devaluation of
the major European currencies caused an adverse effect on the European
subsidiaries. The favorable impact in the nine month period ended August 31,
1996 is due to the overall strengthening of those same European currencies
during the current year.

Other expenses,net as a percent of sales or in dollars did not significantly
change compared to the three and nine month periods ended August 31, 1995.
    
OTHER:  Cash used in operations for the nine month period ended August 31,
1996 was $1,124,000 versus $15,000 in the prior year's third quarter. The
decrease relative to the prior year reflects the financial effect of deferred
charges related to the acquisition of Sofitam. These items are reflected under
the caption "Other assets and deferred charges" in the balance sheet.    

Funds used in investing and other activities were $97,281,000 for the nine
months ended August 31, 1996, representing $1,887,000 in capital expenditures
less $1,007,000 in proceeds from the sale of property and equipment. In
addition, $96,401,000 net proceeds from the issuance of 11.5% Senior
Subordinated Notes was held in escrow to fund the purchase of the fuel pump
business of Sofitam. Cash used in investing and other activities in the 1995
third quarter was $4,098,000 reflecting capital expenditures of $4,204,000
offset by proceeds from the sale of equipment of $106,000.

Cash generated from financing activities of $102,426,000 for the nine months
ended August 31, 1996, and $1,775,000 for the same period in 1995 principally
represented increases in debt less preferred stock dividend payments. The 1996
increase in debt is due to the placement of $100,000,000 11.5% Senior
Subordinated Notes maturing in the year 2006 and deferred charges for the
acquisition.

DIVIDENDS:  No cash dividends on common stock were declared during the period.

OTHER DEVELOPMENTS:  The recent acquisition of the fuel pump business of
Sofitam, a Paris, France based corporation, launches the Company to a leadership
position in the petroleum dispensing industry with approximately $399.0 million
in combined product and service support revenues from around the world.

The $107.4 million purchase transaction was financed by the private placement
of $100 million principal amount of Tokheim Corporation 11.5% Senior
Subordinated Notes due 2006, and the utilization of a portion of an $80
million bank credit facility.


                                       6
<PAGE>


                          PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS 

(a)  Exhibits:
<TABLE>     
<CAPTION>
  EXHIBIT
  NUMBER                             DESCRIPTION
  -------                            -----------
 <C>       <S>                                                              <C>
  2        Option Agreement, dated as of May 7, 1996, between the 
           Registrant and Sofitam S.A. (incorporated by reference to 
           the Registrant's Current Report on Form 8-K, File 
           No. 96-633231, dated September 6, 1996).

  3.1      Restated Articles of Incorporation of the Registrant, 
           as filed with the Indiana Secretary of State on 
           August 17, 1990 (incorporated by reference to the 
           Registrant's Annual Report on Form 10-K/A for the
           year ended November 30, 1995, filed November 20, 1996).

  3.2      Bylaws of the Registrant, as restated on July 12, 1995 
           (incorporated by reference to the Registrant's Annual 
           Report on Form 10-K/A for the year ended November 30, 
           1995, filed November 20, 1996).

  4.1      Rights Agreement, dated as of January 28, 1987, between 
           the Registrant and Harris Trust and Savings Bank, as 
           Rights Agent (incorporated by reference to the 
           Registrant's Registration Statement on Form 8-A, File 
           No. 1-6018, dated February 10, 1987).

  4.2      Indenture, dated as of August 23, 1996, betweem the 
           Registrant and Harris Trust and Savings Bank, as Trustee 
           (incorporated by reference to the Registrant's Current 
           Report on Form 8-K, File No. 96-633231, dated 
           September 6, 1996).

  4.3      Registration Rights Agreement, dated as of August 23, 1996, 
           among the Registrant, BT Securities Corporation and First 
           Chicago Capital Markets, Inc. 

 10.1      Tokheim Corporation 1992 Stock Incentive Plan, established 
           December 15, 1992 (incorporated by reference to the 
           Registrant's Registration Statement on Form S-8, File 
           No. 33-52167, dated February 4, 1994).

 10.2      Retirement Savings Plan for Employees of Tokheim Corporation
           and Subsidiaries (incorporated by reference to Amendment No. 1
           to the Registrant's Registration Statement on Form S-8, File
           No. 33-29710, dated August 1, 1989).

 10.3      1996 Tokheim Corporation Key Management Incentive Bonus Plan 
           (incorporated by reference to the Registrant's Report on 
           Form 10-Q/A, for the quarter ended February 29, 1996, filed 
           November 20, 1996).

 10.4      Employment Agreement dated September 22, 1995, between the
           Registrant and Douglas K. Pinner (incorporated by reference 
           to the Registrant's Annual Report on Form 10-K/A, for the 
           year ended November 30, 1995, filed November 20, 1996).
                      
 10.6      Employment Agreement dated April 1, 1996, between the 
           Registrant and C. B. Ellis, Jr. (incorporated by reference
           to the Registrant's Report on Form 10-Q/A, for the quarter 
           ended May 31, 1996, filed November 20, 1996).
 
 10.7      Employment Agreement dated September 22, 1995, between the
           Registrant and Terry M. Fulmer (incorporated by reference to
           the Registrant's Annual Report on Form 10-K/A, for the year 
           ended November 30, 1995, filed November 20, 1996).

 11        Statement re:  Computation of Per Share Earnings.

 27        Financial Data Schedule
</TABLE>     

                                       7
<PAGE>


                                  SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                 TOKHEIM CORPORATION
                                          --------------------------------
    
Date: November 20, 1996                          DOUGLAS K. PINNER 
      -----------------                   --------------------------------
                                                 Chairman of the Board,
                                             President and Chief Executive 
                                                 Officer and Director
                                    
Date: November 20, 1996                          JOHN A. NEGOVETICH
      -----------------                   --------------------------------
                                                 President, Tokheim, North
                                                    America, and Acting
                                                  Chief Financial Officer    







                                       8
<PAGE>
 
 
                     TOKHEIM CORPORATION AND SUBSIDIARIES
                      EXHIBIT (11) - EARNINGS PER SHARE
                 FOR THE THREE MONTH AND NINE MONTH PERIODS
                  ENDED AUGUST 31, 1996 and AUGUST 31, 1995


Primary earnings per share are based on the weighted average number of shares
outstanding during each year and the assumed exercise of dilutive employees'
stock options less the number of treasury shares assumed to be purchased from
the proceeds using the average market price of the Company's common stock.
 
The following table presents information necessary to calculate earnings per
share for the three month and nine month periods ended August 31, 1996 and
August 31, 1995:

<TABLE>
<CAPTION>
                                                   PRIMARY
                                    --------------------------------------------
                                     Three Months Ended      Nine Months Ended
                                    ---------------------  ---------------------
                                    August 31, August 31,  August 31, August 31,
                                     1996        1995        1996       1995
                                    --------------------------------------------
<S>                                 <C>        <C>         <C>        <C> 
Shares outstanding (in thousands):
 Weighted average outstanding.....     7,939      7,913       7,938      7,880
 Share equivalents................       --         --          --         --
                                      ------    -------     -------    -------
 Adjusted outstanding.............     7,939      7,913       7,938      7,880
                                      ======    =======     =======    =======
Net loss..........................    $ (112)   $  (941)    $  (244)    (1,778)
Preferred stock dividends.........      (385)      (392)     (1,159)    (1,188)
                                      ------    -------     -------    -------
Loss applicable to common stock...    $ (497)   $(1,333)    $(1,403)   $(2,966)
                                      ======    =======     =======    =======

Net loss per common share.........    $(0.06)   $ (0.17)    $ (0.18)   $ (0.38)
                                      ======    =======     =======    =======
</TABLE>
 
For financial reporting purposes, the loss per share, assuming full dilution,
is considered to be the same as primary since the effect of the common stock
equivalents would be antidilutive.

<TABLE>
<CAPTION> 
                                                   FULLY DILUTED
                                    --------------------------------------------
                                     Three Months Ended      Nine Months Ended
                                    --------------------   ---------------------
                                    August 31, August 31,  August 31, August 31,
                                      1996       1995        1996       1995
                                    --------------------------------------------
<S>                                 <C>        <C>         <C>        <C> 
Shares outstanding (in thousands):
 Weighted average outstanding.....     7,939      7,913       7,938      7,880
 Share equivalents................        63         16          63         26
 Weighted conversion of preferred
  stock...........................     1,705      1,905       1,711      1,810
                                      ------    -------     -------    -------
 Adjusted outstanding.............     9,707      9,834       9,712      9,716
                                      ======    =======     =======    =======
 
Net loss..........................    $ (112)   $  (941)    $  (244)   $(1,778)
Incremental RSP expense...........      (385)      (392)     (1,159)    (1,188)
                                      ------    -------     -------    -------
Loss applicable to common
 stock............................    $ (497)   $(1,333)    $(1,403)   $(2,966)
                                      ======    =======     =======    =======
 
Net loss per common share.........    $(0.05)   $ (0.14)    $ (0.14)   $ (0.31)
                                      ======    =======     =======    =======
</TABLE>


                                       9
<PAGE>

                                 EXHIBIT INDEX
 
<TABLE> 
<CAPTION>
    
  EXHIBIT
  NUMBER                             DESCRIPTION
  -------                            -----------
 <C>       <S>                                                              <C>
  2        Option Agreement, dated as of May 7, 1996, between the 
           Registrant and Sofitam S.A. (incorporated by reference to 
           the Registrant's Current Report on Form 8-K, File 
           No. 96-633231, dated September 6, 1996).

  3.1      Restated Articles of Incorporation of the Registrant, 
           as filed with the Indiana Secretary of State on 
           August 17, 1990 (incorporated by reference to the 
           Registrant's Annual Report on Form 10-K/A for the
           year ended November 30, 1995, filed November 20, 1996).

  3.2      Bylaws of the Registrant, as restated on July 12, 1995 
           (incorporated by reference to the Registrant's Annual 
           Report on Form 10-K/A for the year ended November 30, 
           1995, filed November 20, 1996).

  4.1      Rights Agreement, dated as of January 28, 1987, between 
           the Registrant and Harris Trust and Savings Bank, as 
           Rights Agent (incorporated by reference to the 
           Registrant's Registration Statement on Form 8-A, File 
           No. 1-6018, dated February 10, 1987).

  4.2      Indenture, dated as of August 23, 1996, betweem the 
           Registrant and Harris Trust and Savings Bank, as Trustee 
           (incorporated by reference to the Registrant's Current 
           Report on Form 8-K, File No. 96-633231, dated 
           September 6, 1996).

  4.3      Registration Rights Agreement, dated as of August 23, 1996, 
           among the Registrant, BT Securities Corporation and First 
           Chicago Capital Markets, Inc. 

 10.1      Tokheim Corporation 1992 Stock Incentive Plan, established 
           December 15, 1992 (incorporated by reference to the 
           Registrant's Registration Statement on Form S-8, File 
           No. 33-52167, dated February 4, 1994).

 10.2      Retirement Savings Plan for Employees of Tokheim Corporation
           and Subsidiaries (incorporated by reference to Amendment No. 1
           to the Registrant's Registration Statement on Form S-8, File
           No. 33-29710, dated August 1, 1989).

 10.3      1996 Tokheim Corporation Key Management Incentive Bonus Plan 
           (incorporated by reference to the Registrant's Report on 
           Form 10-Q/A, for the quarter ended February 29, 1996, filed 
           November 20, 1996).

 10.4      Employment Agreement dated September 22, 1995, between the
           Registrant and Douglas K. Pinner (incorporated by reference 
           to the Registrant's Annual Report on Form 10-K/A, for the 
           year ended November 30, 1995, filed November 20, 1996).
                      
 10.6      Employment Agreement dated April 1, 1996, between the 
           Registrant and C. B. Ellis, Jr. (incorporated by reference
           to the Registrant's Report on Form 10-Q/A, for the quarter 
           ended May 31, 1996, filed November 20, 1996).
 
 10.7      Employment Agreement dated September 22, 1995, between the
           Registrant and Terry M. Fulmer (incorporated by reference to
           the Registrant's Annual Report on Form 10-K/A, for the year 
           ended November 30, 1995, filed November 20, 1996).

 11        Statement re:  Computation of Per Share Earnings.

 27        Financial Data Schedule.
</TABLE>